PROTOCOL SYSTEMS, INC.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
PARTIES: Protocol Systems, Inc. ("Company")
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DATE: ▇▇▇▇▇ ▇, ▇▇▇▇
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A. The Company and the Executive have entered into an Executive
Employment Agreement dated as of July 1, 1998 (the "Employment Agreement").
B. The Company and the Executive now desire to modify certain
provisions of the Employment Agreement.
NOW, THEREFORE, for valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Capitalized terms used herein but not defined herein have their
defined meanings as set forth in the Employment Agreement.
2. Section 2.3 of the Employment Agreement is hereby amended and
restated in its entirety as follows:
2.3 TERM. This Agreement shall remain in effect until the earlier of (i)
termination pursuant to Article 4 or Article 6 of this Agreement or (ii)
three (3) years from the date of this Agreement, provided however that if
a Change of Control occurs within three (3) years from the date of this
Agreement, then this Agreement shall remain in effect for two (2) years
from the date of the first Change of Control event described in Section
6.1.1.
3. Section 6.2.1 of the Employment Agreement is hereby amended and
restated in its entirety as follows:
6.2.1 Change of Control Termination Payment. In the event of a Change of
Control Termination as defined in Section 6.1.2, without further action by
the Board, the Company shall, within thirty (30) days of such termination,
make a lump sum payment to the Executive, equal to two (2) years' Base
Salary.
4. Section 6.5 of the Employment Agreement is hereby amended and
restated in its entirety as follows:
6.5 Vesting of Stock Options. All unvested stock options held by
Executive, if any, shall vest immediately upon a Change of Control
Termination as defined in Section 6.1.2. Executive may exercise such
options in accordance with the terms and conditions of the stock option
plan and the agreement pursuant to which such options were granted.
5. Except as set forth and amended and restated herein, the Employment
Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to Executive
Employment Agreement to be duly executed on the day and year first written
above.
EXECUTIVE PROTOCOL SYSTEMS, INC.
____________________________________ By:__________________________________
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